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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
September 18, 1996
COMMISSION FILE NO.: 1-13936
RELIANCE BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-3187176
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(State or other Jurisdiction of Incorporation (IRS Employer or
organization) Identification No.)
585 Stewart Avenue, Garden City, New York 11520
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 222-9300
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Item 5. Other Events.
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1. On September 18, 1996, Reliance Bancorp, Inc. (the "Company") announced
that its Board of Directors had adopted a Stockholder Protection Rights
Plan and, pursuant to the plan, declared a dividend of one preferred share
purchase right for each outstanding share of common stock of the Company on
the record date of October 3, 1996. Attached hereto is the press release
announcing the adoption of the Stockholder Protection Rights Plan.
2. On September 18, 1996, the Company announced that its Board of Directors
had declared a cash dividend of $0.14 per common share for the quarter
ending September 30, 1996. The dividend will be payable on October 18, 1996
to stockholders of record on October 4, 1996. Attached hereto is the press
release announcing the dividend.
Item 7(c) Exhibits.
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Exhibit 99.1 Press Release announcing adoption of Stockholder Protection
Rights Plan dated September 18, 1996.
Exhibit 99.2 Press Release announcing declaration of cash dividend dated
September 18, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
By: /s/ Raymond A. Nielsen
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Raymond A. Nielsen
President and Chief Executive Officer
Dated: September 30, 1996
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EXHIBIT 99.1
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RELIANCE
BANCORP, INC.
585 STEWART AVENUE (516) 222-9300
GARDEN CITY, NY 11530 FAX: (516) 222-1805
NEWS RELEASE
FOR IMMEDIATE RELEASE September 18, 1996
For Information Contact:
Paul D. Hagan
V.P. - Chief Financial Officer
(516) 222-9300 extension 286
RELIANCE BANCORP, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
Reliance Bancorp, Inc. ("the Company") (Nasdaq: RELY) announced today
that its Board of Directors has adopted a Stockholder Protection Rights Plan and
declared a dividend of one preferred share purchase right ("Right") for each
outstanding share of common stock of the Company. Each Right, initially, will
entitle stockholders to buy a one one-hundredth interest in a share of a new
series of preferred stock of the Corporation at an exercise price of $60.00,
upon the occurrence of certain events described in the Plan.
President and Chief Executive Officer, Raymond A. Nielsen stated that,
"Our Board of Directors in recognition of our duty to protect the interests of
all stockholders, believes the adoption of the Rights Plan is consistent with
good business judgment. This plan was not adopted in response to any specific
event and had been under consideration by the Board for sometime." Mr. Nielsen
commented, "The Rights Plan is similar to other plans in place at well over two
thousand other publicly trade companies. This Plan was adopted to assure that
all stockholders of Reliance Bancorp, Inc. receive fair and equitable
consideration in the event of any proposed acquisition of the Company and to
guard against partial tender offers and other abusive tactics to gain control of
the Company without paying all stockholders a fair and full value for their
investment in the Company. The Plan does not prevent the Company from being
acquired, but protects against abusive tactics and encourages potential
acquirers to negotiate any proposed transaction with the Board of Directors,
which has the responsibility to act in the best interest of all who own our
stock consistent with its business judgment and our Company charter."
Initially, Rights will not be exercisable and will transfer with and
only with the shares of common stock. The Rights will be exercisable and
separately transferable ten business days after public announcement that a
person or group of persons has acquired 10% or more of the common stock of
Reliance Bancorp, Inc. ("Acquiring Person") or a person or group of persons
commences a tender offer, the consummation of which would result in ownership by
a person or group of persons of 10% or more of Company common stock.
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If a person or group of persons becomes an Acquiring Person, each
Right, unless redeemed by the Board of Directors at a price of $0.01 per Right,
will entitle its holder (other than such Acquiring Person or member of such
group) to purchase, at the then-current exercise price of the Right, a number of
shares of common stock of Reliance Bancorp, Inc. having a market value equal to
twice the exercise price of the right, (or at the option of the Company 1-100th
of a shares of the new series of preferred stock for each such share of common
stock). Alternatively, at any time after an Acquiring Person becomes such, but
prior to the acquisition by such person of 50% or more of the Company's common
stock, the Board of Directors may, at its option, direct the issuance of one
share of common stock in exchange for each Right other than those held by the
Acquiring Person.
The Rights dividend distribution will be payable to stockholders of
record on October 3, 1996. The Rights will expire ten years later on October 3,
2006. The distribution of the Rights is not taxable to stockholders. A letter
regarding the Rights Plan and a summary of its terms will be mailed to
stockholders in the near future.
Reliance Bancorp, Inc. is the holding company for Reliance Federal
Savings Bank and has assets of $1.8 billion. Reliance Bancorp, Inc. and Reliance
Federal Savings Bank are headquartered in Garden City, New York and operate 28
banking offices, located in the New York City metropolitan areas of Queens,
Nassau and Suffolk. Reliance Federal is a consumer oriented financial
institution specializing in providing deposit and credit services for its
communities.
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EXHIBIT 99.2
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RELIANCE
BANCORP, INC.
585 STEWART AVENUE (516) 222-9300
GARDEN CITY, NY 11530 FAX: (516) 222-1805
NEWS RELEASE
FOR IMMEDIATE RELEASE September 18, 1996
For Information Contact:
Paul D. Hagan
V.P. - Chief Financial Officer
(516) 222-9300 extension 286
RELIANCE BANCORP, INC. ANNOUNCES INCREASE IN FIRST QUARTER CASH
DIVIDEND FOR FISCAL YEAR 1997
Garden City, New York, September 18, 1996
Reliance Bancorp, Inc. (NASDAQ/NMS:RELY), today announced that its Board of
Directors has declared a regular cash dividend of $0.14 per common share for the
quarter ending September 30, 1996, an increase of a $0.025, or 21.7% for the
regular cash dividend paid for the first quarter of fiscal year 1996. The
dividend will be payable on October 18, 1996 to stockholders of record on
October 4, 1996.
Raymond A. Nielsen, President and Chief Executive Officer commented, "The Board
of Directors' action to increase the cash dividend is reflective of the
Company's strong cash earnings and consistent with the Company's stated
objective of enhancing long term stockholder value."
Reliance Bancorp, Inc. is the holding company for Reliance Federal Savings Bank
and has assets of $1.8 billion. Reliance Bancorp, Inc. and Reliance Federal
Savings Bank are headquartered in Garden City, New York and operate 28 banking
offices, located in the New York City metropolitan areas of Queens, Nassau and
Suffolk. Reliance Federal is a consumer oriented financial institution
specializing in providing deposit and credit services for its communities.
